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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Best Universal Lock Co.
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(Name of Issuer)
Common Stock Without Nominal Or Par Value
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(Title of Class of Securities)
086581998
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(CUSIP Number)
Russell C. Best
c/o Best Universal Lock Co.
P.O. Box 50444
Indianapolis, IN 46250
(317) 849-2250
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 15, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 086581998 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Russell C. Best--Social Security Number: ###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK, AF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
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Number of Shares (7) Sole Voting
Beneficially Owned Power 310,915
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
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(9) Sole Dispositive
Power 310,915
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
310,915
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
80.5%
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(14) Type of Reporting Person*
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the Series A and Series B classes of common stock,
without par value, of Best Universal Lock Co. (the "BUL Shares"). The address
of the principal executive offices of Best Universal Lock Co. ("BUL") is: P.O.
Box 50444, Indianapolis, Indiana 46250.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The person filing this statement is Russell C. Best ("Best").
(b) His business address is P.O. Box 50444, Indianapolis, Indiana 46250.
(c) Best is Chief Executive Officer of Best Lock Corporation, a
corporation incorporated under the laws of Delaware. Best Lock
Corporation's address is P.O. Box 50444, Indianapolis, Indiana 46250
and its principal business is the manufacture and sale of masterkeyed
locking systems.
(d) During the last five years, Best has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors.)
(e) During the last five years, Best was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and has
not been, and is not now subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Best is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 15, 1995, Best Lock Partnership ("BLP"), an Indiana general
partnership of which Best is a voting general partner, purchased 8,787 BUL
Shares for an aggregate purchase price of $579,590.52. The source of the funds
was a capital contribution to BLP by Best Lock Corporation, another general
partner of BLP. The funds used by BLC in making its capital contribution were
borrowed on an unsecured line of credit from Huntington National Bank, N.A.,
Indianapolis, Indiana.
ITEM 4. PURPOSE OF TRANSACTION.
The BUL Shares were purchased from various former officers of Best Lock
Corporation and their affiliates for the primary
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purpose of settling disputes among the management of Best Lock Corporation, the
subsidiary of BUL.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Best beneficially owns 310,915 BUL Shares. He actually owns 2,127
Series A BUL Shares in his own name. He beneficially owns 1
additional Series A BUL Share actually owned by his wife, Mariea L.
Best.
He further beneficially owns an additional 300,000 Series B BUL Shares
which are actually owned by Frank E. Best, Inc. ("FEBI"), a Washington
corporation. This beneficial ownership of Series B BUL Shares
actually owned by FEBI arises due to: (a) Best's direct ownership of
113,311 shares of FEBI, and (b) Best's beneficial ownership of the
204,053 shares of FEBI actually owned by BLP, a partnership of which
Best and Walter E. Best Company, Inc.("WEBCO") are the voting general
partners. Best controls WEBCO by virtue of his ownership of the 1,000
voting common shares of WEBCO. Since Best beneficially owns 53.0% of
the 598,710 issued and outstanding shares of FEBI, he is in a position
to direct the voting and/or the disposition of the BUL Shares owned by
FEBI.
He further beneficially owns the 8,787 Series A BUL Shares purchased
by BLP on February 15, 1995 as described above.
The aggregate percentage of the BUL Shares issued and outstanding
which Best beneficially owns is approximately 80.5%.
(b) The number of BUL Shares as to which Best has the sole power to vote
or to direct the vote is 310,915. The number of BUL Shares as to
which Best has a shared power to vote or to direct the vote is zero.
The number of BUL Shares as to which Best has the sole power to
dispose is 310,915. The number of BUL Shares as to which Best has a
shared power to dispose is zero.
(c) Best has not been a party to any transaction involving BUL Shares that
was effected during the past sixty days, other than the purchase of
BUL shares on February 15, 1995 and the gift of 1 BUL Share to his
wife, Mariea L. Best, on February 15, 1995.
(d) Except for BLP as respects the 204,053 FEBI Shares which it actually
owns, FEBI as respects the 300,000 BUL Shares which it owns and Mariea
L. Best as respects the 1 BUL Share which she owns, no other person is
known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds
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from the sale of, the BUL Shares which Best beneficially owns.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
To the best knowledge of Best, Best is not a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
the BUL Shares which Best beneficially owns, except for the following:
All of the shares of FEBI which Best owns directly are pledged as security
for a loan obtained by Best from Best Lock Corporation on May 18, 1994. A copy
of the Loan Agreement with respect to such loan was filed as an Exhibit to
Schedule 13D filed by Best on May 31, 1994.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No Exhibits are attached.
SIGNATURES.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date
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Russell C. Best
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